Verizon Insider Filing: Stillwell Adds 45.809 Phantom Stock Units

Rhea-AI Filing Summary

Mary-Lee Stillwell, SVP and Controller of Verizon Communications Inc. (VZ), reported a Section 16 transaction dated 09/11/2025. The filing shows acquisition of 45.809 units of phantom stock (unitized) under Verizon's deferred compensation plan. Each phantom share is an economic equivalent of a portion of one common share and is settled in cash when payable under the plan. The report lists 12,467.715 phantom stock units beneficially owned following the transaction, which includes units acquired through dividend reinvestment. The transaction was executed by an attorney-in-fact on 09/12/2025.

Positive

• Transaction reported promptly under Section 16 with attorney-in-fact signature
• Executive participation in deferred compensation plan indicates alignment with company compensation mechanisms
• Phantom units include dividend reinvestment, potentially preserving economic value for the reporting person

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine deferred compensation acquisition; immaterial to firm valuation but shows executive participation in company plan.

The reported purchase of 45.809 phantom stock units is executed under Verizon's deferred compensation plan and is recorded as indirect ownership. Phantom units are cash-settled equivalents of common shares, so this transaction does not change outstanding common shares or immediate equity dilution. The filing documents a sizable aggregate holding of 12,467.715 units, including dividend reinvestment, indicating ongoing use of the plan for executive compensation rather than an open-market equity trade.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction was processed via attorney-in-fact and tied to a deferred plan.

The Form 4 discloses an insider acquisition through a deferred compensation vehicle, reported promptly with signature by an attorney-in-fact. Indirect beneficial ownership is clearly stated and the explanatory note clarifies cash settlement and dividend reinvestment treatment. This is a routine governance disclosure showing transparency around executive compensation choices rather than a change in control or material corporate event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stillwell Mary-Lee

(Last) (First) (Middle)

VERIZON COMMUNICATIONS INC.

1095 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERIZON COMMUNICATIONS INC [ VZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (unitized)	(1)	09/11/2025		A		45.809		(1)	(1)	Common Stock	13	$12.59	12,467.715(2)	I	By Deferred Compensation Plan

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of a portion of one share of common stock and is settled in cash. The shares of phantom stock become payable upon events established by the reporting person in accordance with the deferred compensation plan.

2. Includes phantom stock acquired through dividend reinvestment.

Remarks:

	Evgeniya Berezkina, Attorney-in-fact for Mary-Lee Stillwell	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mary-Lee Stillwell report on Form 4 for VZ?

She reported acquisition of 45.809 phantom stock units under Verizon's deferred compensation plan on 09/11/2025.

How many phantom stock units does the filing show Mary-Lee Stillwell owns?

The filing shows 12,467.715 phantom stock units beneficially owned following the reported transaction, including reinvested dividends.

Are the phantom stock units settled in shares or cash for VZ?

The filing states each phantom stock unit is an economic equivalent of a portion of one common share and is settled in cash.

Was the Form 4 filed jointly or by one reporting person for VZ?

The form indicates it was filed by one reporting person (Mary-Lee Stillwell).

Who signed the Form 4 for Mary-Lee Stillwell?

The signature is by Evgeniya Berezkina, Attorney-in-fact, dated 09/12/2025.